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Buy-Back of Shares - Companies Act 2013 & Companies Amendment Act 2020 - Taxguru - in
Buy-Back of Shares - Companies Act 2013 & Companies Amendment Act 2020 - Taxguru - in
Buy-Back of Shares - Companies Act 2013 & Companies Amendment Act 2020 - Taxguru - in
https://taxguru.in/company-law/buy-back-shares-companies-act-2013-companies-amendment-act-2020.html
Share buy-backs are a strategic financial maneuver available to companies, governed by the Companies
Act, 2013 and Companies Amendment Act 2020. In this article, we delve into the provisions, regulations,
and procedures surrounding the buy-back of shares.
Section 68
a. Free reserves
2. No Company shall purchase its own shares or other specified securities under sub-section (1) ,unless-
b. a special resolution has been passed at a general meeting of the company authorizing the buy-
back
c. the buy -back is 25% or less of the aggregate of paid-up capital and free reserves of the company .
But, if the equity shares are to be bought back, the amount involved in buy -back should not exceed
25% of the paid up equity share capital in that financial year.
d. the ratio of the aggregate of secured and unsecured debts owed by the company after buy-back is
not more than twice the paid-up capital and its free reserves.
e. all the shares or other specified securities for buy-back are fully paid-up.
f. the buy-back of the shares or other specified securities listed on any recognized stock exchanges is
in accordance with the regulations made by the securities and Exchange Board in this behalf.
3. The notice of the meeting at which the special resolution is proposed to be passed under clause (b) of
sub-section (2) shall be accompanied by an explanatory statement stating-
a. a full and complete disclosure of all material facts
4. Every buy-back shall be completed within a period of one year from the date of passing the special
resolution.
c. by purchasing the securities issued to employees of the company pursuant to a scheme of stock
option or sweat equity.
Section 68(10)
A company shall, after the completion of the buy-back under this section, file with the Registrar and the
securities and Exchange Board a return containing such particulars relating to the buy-back within thirty days of
such completion, as may be prescribed.
In case of financial products, financial services or financial institutions in an International Financial Services
Centre, in sub-section (10) of section 68, after the words, “Securities and Exchange Board”, the words “ or
International Financial Services Centers Authority, or both, as the case may be” shall be inserted—
2. SEBI (Buy-back of Securities) Regulations, 2018 shall apply to buy-back of shares or other specified
securities of a company in accordance with the applicable provisions of the Companies Act, 2013.
3. Methods of Buy-back.
(Source: https://www.icsi.edu/media/webmodules/CM&SL.pdf)
4. Buy-Back Process.
The shares issued for buy-back, must not be of same kind of shares which are to be bought back. It means that if
equity shares are to be bought back then preference shares or debentures can be issued as a source of buy-back.
Similarly, equity shares can be issued for buy back of preference shares or debentures.
Bank A/C…..Dr.
Bank A/C…..Dr.
To Debenture ….A/C
Bank A/C…..Dr.
To Debentures A/C
Bank A/C…..Dr.
To Debentures A/C
(Rule 17(8) of the Companies (share Capital and Debentures) Rule, 2014
To Bank A/C
Where a company purchases its own shares out of free reserves or securities premium account ,a sum equal to
the nominal value of the shares so purchased shall be transferred to the capital redemption reserve account and
details of such transfer shall be disclosed in the balance sheet.
To Bank A/C